PRIVATE COMPANY INSURANCE POLICY RENEWAL APPLICATION

PRIVATE COMPANY INSURANCE POLICY RENEWAL APPLICATION NOTICE: THE LIABILITY COVERAGE SECTIONS OF THIS POLICY APPLY ONLY TO CLAIMS OR, IF THE PENSION AND WELFARE BENEFIT PLAN FIDUCIARY LIABILITY COVERAGE PART IS PURCHASED, COMPLIANCE REQUESTS FIRST MADE DURING THE POLICY PERIOD OR, IF APPLICABLE, THE OPTIONAL EXTENSION PERIOD. THE LIMIT OF LIABILITY AVAILABLE UNDER THE LIABILITY COVERAGE PARTS TO PAY DAMAGES OR SETTLEMENTS WILL BE REDUCED, AND MAY BE EXHAUSTED, BY THE PAYMENT OF DEFENSE EXPENSES, AND, IF APPLICABLE, COMPLIANCE COSTS. NOTICE TO NEW YORK APPLICANTS: THE LIABILITY COVERAGE SECTIONS OF THIS POLICY FOR WHICH THIS APPLICATION IS MADE IS A CLAIMS MADE POLICY. EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS POLICY ONLY APPLIES TO CLAIMS FIRST MADE OR INCIDENTS REPORTED DURING THE POLICY PERIOD, THE AUTOMATIC EXTENSION PERIOD OR, IF APPLICABLE THE OPTIONAL EXTENSION PERIOD. NO COVERAGE EXISTS FOR CLAIMS FIRST MADE AFTER THE END OF THE POLICY PERIOD UNLESS, AND TO THE EXTENT, THE OPTIONAL EXTENSION PERIOD APPLIES. UPON TERMINATION OF COVERAGE FOR ANY REASON, A 60-DAY AUTOMATIC EXTENSION PERIOD WILL APPLY. FOR AN ADDITIONAL PREMIUM CALCULATED AS INDICATED IN ITEM 6. OF THE DECLARATION, AN OPTIONAL EXTENSION PERIOD CAN BE PURCHASED FOR A PERIOD OF AT LEAST ONE YEAR. NO COVERAGE WILL EXIST AFTER THE EXPIRATION OF THE OPTIONAL EXTENSION PERIOD WHICH MAY RESULT IN A POTENTIAL COVERAGE GAP IF PRIOR ACTS COVERAGE IS NOT SUBSEQUENTLY PROVIDED BY ANOTHER CARRIER. DURING THE FIRST SEVERAL YEARS OF CLAIMS MADE RELATIONSHIPS, CLAIMS MADE RATES ARE COMPARATIVELY LOWER THAN OCCURRENCE RATES, AND THE INSURED MAY EXPECT SUBSTANTIAL ANNUAL PREMIUM INCREASES, INDEPENDENT OF OVERALL RATE INCREASES UNTIL THE CLAIMS MADE RELATIONSHIP REACHES MATURITY. PLEASE READ THIS POLICY CAREFULLY. THE INSURER IS NOT OBLIGATED TO PAY ANY LOSS, INCLUDING DEFENSE EXPENSES AND, IF APPLICABLE, COMPLIANCE COSTS AFTER THE LIMIT OF LIABILITY HAS BEEN EXHAUSTED BY PAYMENT OF LOSS, INCLUDING DEFENSE EXPENSES AND, IF APPLICABLE, COMPLIANCE COSTS. 1. GENERAL INFORMATION a) Name of Applicant: (Whenever used in this Application, the term Applicant shall mean the Parent Company.) b) Principal Address: City: State: Zip Code: 2. OWNERSHIP INFORMATION a) Total number of the Applicant s voting shareholders: b) Percentage of voting shares outstanding owned by the Applicant s Directors and Officers: c) Other than the Applicant s Directors and Officers, shareholders owning more than 10% of the voting shares outstanding: Shareholder Percentage Owned Page 1 of 5

3. Has the Applicant or any Subsidiary in the past thirty-six (36) months completed or agreed to, or does it contemplate within the next twelve (12) months, any of the following, whether or not such transaction was or will be completed? If Yes, please describe the significant provisions of the transaction(s) by attachment to this Application. a) Sale, distribution or divestiture of any assets or stock in an amount exceeding 35% of the Applicant s consolidated assets? b) Any registration for a public or private placement of securities? c) Merger, acquisition or consolidation with another entity whose consolidated assets exceed 35% of the Applicant s consolidated assets? d) Reorganization or arrangement with creditors under federal or state law? 4. Have there been any changes in the Applicant s Board of Directors or Senior Management within the past twelve (12) months? (If Yes, please explain by attachment to this Application.) 5. EMPLOYMENT PRACTICES INFORMATION (Complete only if the Applicant desires to renew coverage under the Employment Practices Liability Coverage Part) a) Number of Current Employees: Full-Time Part-Time b) Does the Applicant have written policies or procedures with respect to the following? Hiring Termination Discipline Family and Medical Leave Sexual Harassment c) Has the Applicant or any Subsidiary in the past twelve (12) months had, or does it contemplate within the next twelve (12) months having, any layoffs or plant, facility, branch or office closings? (If Yes, please explain by attachment to this Application.) 6. BENEFIT PLAN INFORMATION (Complete only if the Applicant desires to renew coverage under the Pension and Welfare Benefit Plan Fiduciary Liability Coverage Part) a) Does any Defined Benefit Pension Plan (if applicable) have a funding deficiency? (If Yes, please explain by attachment to this Application.) 7. As part of this Application, please submit the following documents with respect to the Applicant: a) Audited financial statements with any notes and schedules. b) Any registration statements filed with the SEC or any private placement memorandums within the last twelve (12) months. c) Copy of the Applicant s latest EEO1 report (required if the Applicant has more than 100 employees). d) Copy of the latest form 5500s and audited financial statements for each of the Applicant s employee benefit plans (excluding any Welfare Benefit Plan). FOR THE PURPOSE OF THIS APPLICATION, THE UNDERSIGNED AUTHORIZED AGENT OF THE PERSON(S) AND ENTITY(IES) PROPOSED FOR THIS INSURANCE DECLARES THAT TO THE BEST OF THEIR KNOWLEDGE AND BELIEF, AFTER REASONABLE INQUIRY, THE STATEMENTS HEREIN ARE TRUE AND COMPLETE. THE INSURER IS AUTHORIZED TO MAKE ANY INQUIRY IN CONNECTION WITH THIS APPLICATION. SIGNING THIS APPLICATION DOES NOT BIND THE INSURER TO COMPLETE THE INSURANCE. THE UNDERSIGNED DECLARES THAT THE PERSON(S) AND ENTITY(IES) PROPOSED FOR THIS INSURANCE UNDERSTAND: Page 2 of 5

(A) (B) (C) THE LIMIT OF LIABILITY AVAILABLE TO PAY DAMAGES OR SETTLEMENTS WILL BE REDUCED, AND MAY BE COMPLETELY EXHAUSTED BY THE PAYMENT OF DEFENSE EXPENSES, AND IN SUCH EVENT, THE INSURER WILL NOT BE RESPONSIBLE FOR ANY ONGOING DEFENSE EXPENSES OR FOR THE AMOUNT OF ANY JUDGEMENT OR SETTLEMENT TO THE EXTENT THAT ANY OF THE FOREGOING EXCEED ANY APPLICABLE LIMIT OF LIABILITY; DEFENSE EXPENSES WILL BE APPLIED AGAINST THE RETENTION; THIS POLICY APPLIES ONLY TO CLAIMS FIRST MADE OR DEEMED MADE DURING THE POLICY PERIOD, OR, IF PURCHASED, ANY EXTENDED REPORTING PERIOD; IF THE INFORMATION IN THIS APPLICATION MATERIALLY CHANGES BETWEEN THE DATE OF THIS APPLICATION AND THE POLICY EFFECTIVE DATE, THE APPLICANT WILL NOTIFY THE INSURER WHO MAY MODIFY OR WITHDRAW ANY QUOTATION. THE INFORMATION CONTAINED AND SUBMITTED WITH THIS APPLICATION IS ON FILE WITH THE INSURER AND, ALONG WITH THE APPLICATION, IS CONSIDERED TO BE PHYSICALLY ATTACHED TO THE POLICY AND WILL BECOME PART OF THE POLICY IF ISSUED. APPLICANT FRAUD WARNINGS NOTICE TO ARKANSAS APPLICANTS: Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and NOTICE TO COLORADO APPLICANTS: It is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance, and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado division of insurance within the department of regulatory agencies. NOTICE TO DISTRICT OF COLUMBIA APPLICANTS: WARNING: It is a crime to provide false or misleading information to an insurer for the purpose of defrauding the insurer or any other person. Penalties include imprisonment and/or fines. In addition, an insurer may deny insurance benefits if false information materially related to a claim was provided by the applicant. NOTICE TO FLORIDA APPLICANTS: Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an application containing any false, incomplete, or misleading information is guilty of a felony of the third degree. NOTICE TO KANSAS APPLICANTS: A "fraudulent insurance act" means an act committed by any person who, knowingly and with intent to defraud, presents, causes to be presented or prepares with knowledge or belief that it will be presented to or by an insurer, purported insurer, broker or any agent thereof, any written statement as part of, or in support of, an application for the issuance of, or the rating of an insurance policy for personal or commercial insurance, or a claim for payment or other benefit pursuant to an insurance policy for commercial or personal insurance which such person knows to contain materially false information concerning any fact material thereto; or conceals, for the purpose of misleading, information concerning any fact material thereto. NOTICE TO KENTUCKY APPLICANTS: Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance containing any materially false information or conceals, for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime. NOTICE TO LOUISIANA APPLICANTS: Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and NOTICE TO MAINE APPLICANTS: It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose of defrauding the company. Penalties may include imprisonment, fines, or denial of insurance NOTICE TO MARYLAND APPLICANTS: Any person who knowingly and willfully presents a false or fraudulent claim for payment of a loss or benefit or who knowingly and willfully presents false information in an application for insurance is guilty of a crime and may be subject to fines and Page 3 of 5

NOTICE TO MARYLAND APPLICANTS: Any person who knowingly [or] willfully presents a false or fraudulent claim for payment of a loss or benefit or who knowingly [or] willfully presents false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison (this new language will be used on and after January 1, 2013). NOTICE TO NEW JERSEY APPLICANTS: Any person who includes any false or misleading information on an application for an insurance policy is subject to criminal and civil penalties. NOTICE TO NEW MEXICO APPLICANTS: ANY PERSON WHO KNOWINGLY PRESENTS A FALSE OR FRAUDULENT CLAIM FOR PAYMENT OF A LOSS OR BENEFIT OR KNOWINGLY PRESENTS FALSE INFORMATION IN AN APPLICATION FOR INSURANCE IS GUILTY OF A CRIME AND MAY BE SUBJECT TO CIVIL FINES AND CRIMINAL PENALTIES. NOTICE TO NEW YORK APPLICANTS: Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information, or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime, and shall also be subject to a civil penalty not to exceed five thousand dollars and the stated value of the claim for each such violation. NOTICE TO OHIO APPLICANTS: Any person who, with intent to defraud or knowing that he is facilitating a fraud against an insurer, submits an application or files a claim containing a false or deceptive statement is guilty of insurance fraud. NOTICE TO OKLAHOMA APPLICANTS: WARNING: Any person who knowingly, and with intent to injure, defraud or deceive any insurer, makes any claim for the proceeds of an insurance policy containing any false, incomplete or misleading information is guilty of a felony. NOTICE TO PENNSYLVANIA APPLICANTS: Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties. NOTICE TO PUERTO RICO APPLICANTS: Any person who knowingly and with the intention of defrauding presents false information in an insurance application, or presents, helps, or causes the presentation of a fraudulent claim for the payment of a loss or any other benefit, or presents more than one claim for the same damage or loss, shall incur a felony and, upon conviction, shall be sanctioned for each violation by a fine of not less than five thousand dollars ($5,000) and not more than ten thousand dollars ($10,000), or a fixed term of imprisonment for three (3) years, or both penalties. Should aggravating circumstances [be] present, the penalty thus established may be increased to a maximum of five (5) years, if extenuating circumstances are present, it may be reduced to a minimum of two (2) years. NOTICE TO RHODE ISLAND APPLICANTS: Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and NOTICE TO TENNESSEE APPLICANTS: It is a crime to knowingly provide false, incomplete or misleading information to an NOTICE TO VIRGINIA APPLICANTS: It is a crime to knowingly provide false, incomplete or misleading information to an NOTICE TO WASHINGTON APPLICANTS: It is a crime to knowingly provide false, incomplete or misleading information to an NOTICE TO WEST VIRGINIA APPLICANTS: Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents false information in an application for insurance is guilty of a crime and may be subject to fines and NOTICE TO ALL OTHER STATES: Any person who knowingly and willfully presents false information in an application for insurance may be guilty of insurance fraud and subject to fines and (Applicant Fraud Language last updated 5/12 using Notice to Policyholders PN CW 01 1211 and revised MD fraud language effective on and after January 1, 2013.) Page 4 of 5

APPLICANT BY (President and/or CEO Signature) TITLE DATE NOTE: This Renewal Application must be signed by the President and/or CEO of the Applicant acting as the authorized agent of the persons and entity(ies) proposed for this insurance. If this Renewal Application is completed in Florida, please provide the Insurance Agent s name and license number as designated. If this Renewal Application is completed in Iowa, please provide the Insurance Agent s name only. PRODUCER (Insurance Agent or Broker) INSURANCE AGENCY OR BROKERAGE INSURANCE AGENCY TAXPAYER I.D. OR SOCIAL SECURITY NO. AGENT OR BROKER LICENSE NO. ADDRESS OF AGENT OR BROKER (Include Street, City and Zip Code) E-MAIL ADDRESS OF AGENT OR BROKER SUBMITTED BY (Insurance Agency) INSURANCE AGENCY TAXPAYER I.D. OR SOCIAL SECURITY NO. ADDRESS OF AGENT OR BROKER (Include Street, City and Zip Code) If this Application is completed in Wisconsin, the following notices apply: The entire premium for the Policy will be deemed to be fully earned immediately upon the consummation of a Change in Control. In the event the Policy is cancelled by the Parent Company, the Insurer shall retain the customary short rate portion of the earned premium. If the Parent Company elects to purchase the Optional Extension Period as set forth in the Policy, the entire premium for the Optional Extension Period will be deemed to be fully earned at the Inception Date of the Optional Extension Period. Page 5 of 5